**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington ,
      D.C.
      20549










**FORM
      10-Q**









*(Mark
      One)*


**x** **** **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934**





**For
      the quarterly period ended July 31, 2008**




**o** **** **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT**





For
      the
      transition period from **___________** to **____________**











**Commission
      File No.**


**000-25809**







**Apollo
      Medical Holdings, Inc.**


(Name
      of
      small business issuer as specified in its charter)





**Delaware**
            
            **20-8046599**State
                of Incorporation
            
            IRS
                Employer Identification No.




**1010
      N. Central Avenue, Suite 201**


**Glendale,
        California 91202**
 (Address
        of principal executive offices)
 **(818)
        507-4617**
 (Issuer’s
        telephone number)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes o  No x





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      definition of “ *large
      accelerated filer”* ,
      “ *accelerated
      filer* ”,
      “ *smaller
      reporting company* ”
in
      Rule
      12b-2 of the Exchange Act. (Check one):
















**APOLLO
      MEDICAL HOLDINGS** **,
      INC.**


**INDEX
      TO FORM 10-Q FILING**


**FOR
      THE THREE AND SIX MONTHS ENDED JULY 31, 2008 AND 2007**





**TABLE
      OF CONTENTS**





**PAGE****PART
                I****FINANCIAL
                INFORMATION**Item
                1.
            
            Financial
                Statements - UnauditedCondensed
                Balance Sheet As of July 31, 2008
            3Condensed
                Statements of Operations For the Three and Six months ended  July 31,
                2008 and 2007
            4Condensed
                Statements of Cash Flows For the Six months endedJuly
                31, 2008 and 2007
            5Notes
                to Condensed Financial Statements
            6
                -
                12Item
                2.
            
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            12
                - 14Item
                3.
            
            Quantitative
                and Qualitative Disclosures about Market Risk
            15Item
                4.
            
            Control
                and Procedures.
            15**PART
                II****OTHER
                INFORMATION**Item
                1.
            
            Legal
                Proceedings
            15Item
                2.
            
            Unregistered
                Sales of Equity Securities and the Use of Proceeds
            15Item
                3.
            
            Defaults
                upon Senior Securities
            15Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            15Item
                5.
            
            Other
                Information
            16Item
                6.
            
            Exhibits
            16







PART 1
–
**FINANCIAL
      INFORMATION**


ITEM
      1 – FINANCIAL
      STATEMENTS




**APOLLO
        MEDICAL HOLDINGS, INC.**
 **(FORMERLY,
        SICLONE INDUSTRIES, INC.)**
 **CONSOLIDATED
        BALANCE SHEET**
 **(Unaudited)**
 
 **July
                  31,****2008****ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              90,507Prepaid
                  expenses
              
              
              1,042Total
                  current assets
              
              
              91,549**LIABILITIES
                  AND STOCKHOLDERS DEFICIT****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued liabilities
              
              $
              34,368Notes
                  payable
              
              
              50,000Notes
                  payable-affiliate
              
              
              70,000Due
                  to related parties
              
              
              19,507Total
                  current liabilities
              
              
              173,875**STOCKHOLDERS
                  DEFICIT**Preferred
                  stock, par value $.001 per share; 5,000,000 shares authorized:
                  none
                  issued
              
              
              —Common
                  Stock, par value $.001, 100,000,000 shares authorized, 25,540,242
                  shares
                  issued and outstanding
              
              
              25,540Additional
                  paid-in-capital
              
              
              471,460Accumulated
                  deficit
              
              
              (579,326
              )Total
                  stockholders' deficit
              
              
              (82,326
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              91,549
 
 The
        accompanying notes are an integral part of these unaudited consolidated
        financial statements
  3
 
 **APOLLO
        MEDICAL HOLDINGS, INC.**
 **(FORMERLY,
        SICLONE INDUSTRIES, INC.)**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **FOR
        THE THREE-MONTH AND SIX MONTHS PERIODS ENDED JULY 31, 2008 AND
        2007**
 **(Unaudited)**
 
 **Three
                  Months Ended**
              
              **Six
                  Months Ended****JULY
                  31,**
              
              **JULY
                  31,****2008**
              
              **2007**
              
              **2008**
              
              **2007**REVENUES
              
              $
              9,795
              
              $
              26,500
              
              $
              19,795
              
              $
              90,500Cost
                  of goods sold
              
              
              3,960
              
              
              18,875
              
              
              42,806
              
              
              37,618Gross
                  profit
              
              
              5,835
              
              
              7,625
              
              
              (23,011
              )
              
              52,882OPERATING
                  EXPENSES:General
                  and administrative
              
              
              355,681
              
              
              66,993
              
              
              402,379
              
              
              121,431NET
                  LOSS BEFORE INCOME TAXES
              
              
              (349,846
              )
              
              (59,368
              )
              
              (425,390
              )
              
              (68,549
              )Provision
                  for Income Tax
              
              
              —
              
              
              —
              
              
              800
              
              
              800NET
                  LOSS
              
              $
              (349,846
              )
              $
              (59,368
              )
              $
              (426,190
              )
              $
              (69,349
              )WEIGHTED
                  AVERAGE SHARES OF COMMON STOCK OUTSTANDING,BASIC
                  AND DILUTED
              
              
              23,337,107
              
              
              20,933,490
              
              
              22,155,218
              
              
              20,933,490*BASIC
                  AND DILUTED NET LOSS PER SHARE
              
              
              (0.01
              )
              
              (0.00
              )
              
              (0.02
              )
              
              (0.00
              )
 
 *Weighted
        average number of shares used to compute basic and diluted loss per share
        is the
        same since the effect of dilutive securities is anti-dilutive.
 
 The
        accompanying notes are an integral part of these unaudited consolidated
        financial statements
  4
 
 **APOLLO
        MEDICAL HOLDINGS, INC.**
 **(FORMERLY,
        SICLONE INDUSTRIES, INC.)**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE SIX-MONTH PERIOD ENDED JULY 31, 2008 AND 2007**
 **(Unaudited)**
 
 **Six
                  Months Ended July 31,****2008**
              
              **2007**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (426,190
              )
              $
              (69,349
              )Adjustments
                  to reconcile net loss to net cash (used in) operating
                  activities:Changes
                  in assets and liabilities:Prepaid
                  expenses
              
              
              14,677
              
              
              —Accounts
                  payable and accrued liabilities
              
              
              1,068
              
              
              (235
              )Net
                  cash used in operating activities
              
              
              (410,445
              )
              
              (69,584
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from notes payable
              
              
              50,000
              
              
              —Proceeds
                  from notes payable-affiliate
              
              
              70,000
              
              
              —Increase
                  in due to related parties
              
              
              1,600
              
              
              —Proceeds
                  from issuance of common stock by AMM
              
              
              335,000
              
              
              182,000Net
                  cash provided by financing activities
              
              
              456,600
              
              
              182,000NET
                  INCREASE IN CASH & CASH EQUIVALENTS
              
              
              46,155
              
              
              112,416CASH
                  & CASH EQUIVALENTS, BEGINNING BALANCE
              
              
              44,352
              
              
              2,184CASH
                  & CASH EQUIVALENTS, ENDING BALANCE
              
              $
              90,507
              
              $
              114,600SUPPLEMENTARY
                  DISCLOSURES OF CASH FLOW INFORMATIONInterest
                  paid during the year
              
              $
              —
              
              $
              —Taxes
                  paid during the year
              
              $
              —
              
              $
              —
 
 The
        accompanying notes are an integral part of these unaudited consolidated
        financial statements
  5
 **APOLLO
          MEDICAL HOLDINGS, INC.**
 **(FORMERLY,
          SICLONE INDUSTRIES, INC.)**
 **NOTES
          TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**1.**  **Description
      of Business**





On
      June
      13, 2008, Siclone Industries, Inc. (the “Company”), Apollo Acquisition Co.,
      Inc., a wholly-owned subsidiary of the Company (“Acquisition”), Apollo Medical
      Management, Inc. (“Apollo Medical”) and the shareholders of Apollo Medical
      entered into an agreement and Plan of Merger (the “Merger Agreement”). Pursuant
      to the terms of the Merger Agreement, Apollo Medical merged with and into
      Acquisition.. The former shareholders of Apollo Medical received 20,933,490
      shares of the Company’s common stock in exchange for all the issued and
      outstanding shares of Apollo Medical.





The
      acquisition of Apollo Medical is accounted for as a reverse acquisition under
      the purchase method of accounting since the shareholders of Apollo Medical
      obtained control of the consolidated entity. Accordingly,
      the reorganization of the two companies is recorded as a recapitalization
      of Apollo Medical, with Apollo Medical being treated as the continuing operating
      entity. The historical financial statements presented herein will be those
      of
      Apollo Medical. The continuing entity retained January 31 as its fiscal year
      end. The financial statements of the legal acquirer are not significant;
      therefore, no pro forma financial information is submitted.





On
      July
      1, 2008, “Acquisition” changed its name to Apollo Medical Management, Inc. On
      July 3, 2008, the Company changed its name from Siclone Industries, Inc. to
      Apollo Medical Holdings, Inc. (“Apollo or the Company”).





Following
      the closing of the merger, Apollo (the “Company”) is headquartered in Glendale,
      California. Apollo is a medical management holding company that focuses on
      managing the provision of hospital-based medicine through a management company,
      Apollo Medical Management, Inc. (“AMM”). Through AMM, Apollo manages
      affiliated medical groups, which presently consist of ApolloMed Hospitalists
      (“AMH”) and Apollo Medical Associates (“AMA”). The Company’s goal is to become a
      leading provider of management services to medical groups that provide
      comprehensive inpatient care services such as hospitalists, emergency room
      physicians, and other hospital-based specialists.





**2.**  **Summary
      of Significant Accounting Policies**





**Basis
      of Presentation**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared by Apollo in accordance with U.S. generally accepted accounting
      principles for interim financial statements and consist solely of the management
      company, Apollo Medical Holdings, Inc. The statements do not include all of
      the
      information and disclosures required by generally accepted accounting principles
      for complete financial statements. In management’s opinion, all adjustments,
      consisting of normal recurring adjustments necessary for the fair presentation
      of the results of the interim periods are reflected herein. Operating results
      for the six month period ended July 31, 2008 are not necessarily indicative
      of
      future financial results.




6




**Use
      of Estimates**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting
      period.





**Fair
      Value of Financial Instruments**




Statement
      of financial accounting standard No. 107, Disclosures about fair value of
      financial instruments, requires that the Company disclose estimated fair values
      of financial instruments. The carrying amounts reported in the statements of
      financial position for assets and liabilities qualifying as financial
      instruments are a reasonable estimate of fair value.




**Credit
      and Supply Risk**





The
      Company’s case rate and capitation revenues, reported by Apollo’s affiliate,
      AMH, are governed by contractual agreements with medical groups/IPA’s and
      hospitals. As a result, receivables from this business are generally fully
      collected. The Company does face issues related to the timing of these
      collections, and the Company must assess the level of earned but uncollected
      revenue to which it is entitled at each period end. The Company does face
      collection issues with regard to its fee-for-service revenues. One is the
      estimation of the amount to be received from each billing since the Company
      invoices on a Medicare schedule and each of many providers remits payment on
      a
      reduced schedule. The Company has to estimate the amount it will ultimately
      receive form each billing and properly record revenue. With a wide variety
      of
      contract terns and providers, the Company’s revenue is not concentrated or
      dependent on a specific contract. No individual contract with our clients
      provides more than 20 percent of reported revenues.




**Recently
      Issued Accounting Pronouncements**





In
      December 2007, FASB issued FASB Statement No. 160, Noncontrolling Interests
      in
      Consolidated Financial Statements—an amendment of ARB No. 51. This Statement
      applies to all entities that prepare consolidated financial statements, except
      not-for-profit organizations, but will affect only those entities that have
      an
      outstanding non-controlling interest in one or more subsidiaries or that
      deconsolidate a subsidiary. Not-for-profit organizations should continue to
      apply the guidance in Accounting Research Bulletin No. 51, Consolidated
      Financial Statements, before the amendments made by this Statement, and any
      other applicable standards, until the Board issues interpretative guidance.
      This
      Statement is effective for fiscal years, and interim periods within those fiscal
      years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
      entities with calendar year-ends). Earlier adoption is prohibited. The effective
      date of this Statement is the same as that of the related Statement 141(R).
      This
      Statement shall be applied prospectively as of the beginning of the fiscal
      year
      in which this Statement is initially applied, except for the presentation and
      disclosure requirements. The presentation and disclosure requirements shall
      be
      applied retrospectively for all periods presented. This statement has no effect
      on the financial statements as the Company does not have any outstanding
      non-controlling interest.




7




In
      March,
      2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
      Instruments and Hedging Activities”. The new standard is intended to improve
      financial reporting about derivative instruments and hedging activities by
      requiring enhanced disclosures to enable investors to better understand their
      effects on an entity’s financial position, financial performance, and cash
      flows. It is effective for financial statements issued for fiscal years and
      interim periods beginning after November 15, 2008, with early application
      encouraged. The new standard also improves transparency about the location
      and
      amounts of derivative instruments in an entity’s financial statements; how
      derivative instruments and related hedged items are accounted for under
      Statement 133; and how derivative instruments and related hedged items affect
      its financial position, financial performance, and cash flows. FASB Statement
      No. 161 achieves these improvements by requiring disclosure of the fair values
      of derivative instruments and their gains and losses in a tabular format. It
      also provides more information about an entity’s liquidity by requiring
      disclosure of derivative features that are credit risk-related. Finally, it
      requires cross-referencing within footnotes to enable financial statement users
      to locate important. Based on current conditions, the Company does not expect
      the adoption of SFAS 161 to have a significant impact on its results of
      operations or financial position.




In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
      Combinations.”  This statement replaces FASB Statement No. 141,
“Business Combinations.” This statement retains the fundamental requirements in
      SFAS 141 that the acquisition method of accounting (which SFAS 141 called
      the purchase method) be used for all business combinations and for an acquirer
      to be identified for each business combination. This statement defines the
      acquirer as the entity that obtains control of one or more businesses in the
      business combination and establishes the acquisition date as the date that
      the
      acquirer achieves control. This statement requires an acquirer to recognize
      the
      assets acquired, the liabilities assumed, and any noncontrolling interest in
      the
      acquiree at the acquisition date, measured at their fair values as of that
      date,
      with limited exceptions specified in the statement. This statement applies
      prospectively to business combinations for which the acquisition date is on
      or
      after the beginning of the first annual reporting period beginning on or after
      December 15, 2008. The Company does not expect the adoption of SFAS 160 to
      have
      a significant impact on its results of operations or financial
      position.





In
      May
      2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
      Accounting Principles.” This Statement identifies the sources of accounting
      principles and the framework for selecting the principles to be used in the
      preparation of financial statements of nongovernmental entities that are
      presented in conformity with generally accepted accounting principles (GAAP)
      in
      the United States (the GAAP hierarchy). This Statement will not have an impact
      on the Company’s financial statements.





In
      May
      2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
      Insurance Contracts, an interpretation of FASB Statement No. 60.” The scope of
      this Statement is limited to financial guarantee insurance (and reinsurance)
      contracts, as described in this Statement, issued by enterprises included within
      the scope of Statement 60. Accordingly, this Statement does not apply to
      financial guarantee contracts issued by enterprises excluded from the scope
      of
      Statement 60 or to some insurance contracts that seem similar to financial
      guarantee insurance contracts issued by insurance enterprises (such as mortgage
      guaranty insurance or credit insurance on trade receivables). This Statement
      also does not apply to financial guarantee insurance contracts that are
      derivative instruments included within the scope of FASB Statement No. 133,
      “Accounting for Derivative Instruments and Hedging Activities.” This Statement
      will not have an impact on the Company’s financial statements.





**Stock-based
      compensation**





On
      October 17, 2006 the Company adopted SFAS No. 123R, “Share-Based Payment, an
      Amendment of FASB Statement No. 123.” As of the date of this report the Company
      has no stock based incentive plan in effect.




**Basic
      and Diluted Earnings Per Share**





Earnings
      per share is calculated in accordance with the Statement of financial accounting
      standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded
      Accounting Principles Board Opinion No.15 (APB 15). Net income (loss) per share
      for all periods presented has been restated to reflect the adoption of SFAS
      No.
      128. Basic net income per share is based upon the weighted average number of
      common shares outstanding. Diluted net income (loss) per share is based on
      the
      assumption that all dilutive convertible shares and stock options were converted
      or exercised. Dilution is computed by applying the treasury stock method. Under
      this method, options and warrants are assumed to be exercised at the beginning
      of the period (or at the time of issuance, if later), and as if funds obtained
      thereby were used to purchase common stock at the average market price during
      the period.




8




**Cash
      and Cash Equivalents**




Cash
      and
      cash equivalents include cash in bank representing Company’s current operating
      account





**Income
      Taxes**




The
      Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the
      recognition of deferred tax assets and liabilities for the expected future
      tax
      consequences of events that have been included in the financial statements
      or
      tax returns. Under this method, deferred income taxes are recognized for the
      tax
      consequences in future years of differences between the tax bases of assets
      and
      liabilities and their financial reporting amounts at each period end based
      on
      enacted tax laws and statutory tax rates applicable to the periods in which
      the
      differences are expected to affect taxable income. Valuation allowances are
      established, when necessary, to reduce deferred tax assets to the amount
      expected to be realized.





**Revenue
      Recognition**





Apollo
      has generated revenues from management fees which are billed to its affiliates,
      AMH and AMA.





Apollo
      has entered into contracts with numerous clients, including health plans,
      medical groups/IPA’s and hospitals through its affiliate, AMH. As of the date of
      this filing, AMH had physicians present at twelve hospitals to provide
      hospitalist services. The contracted physicians receive salaries, benefits,
      and
      malpractice insurance, all paid by AMH. In turn, AMH is entitled to the billings
      generated by these physicians and records these billings as income.





AMH
      generates revenue from several different fee structures, including capitation,
      case rate and fee-for service. All of this revenue is reported by AMH.





**Siclone
      Transaction**





The
      Agreement and Plan of Merger with Siclone Industries, Inc. obligated the Company
      to pay a total of $500,000, of which $250,000 was paid, and expensed, at the
      completion of the merger in June 2008. Payment of the remaining balance of
      $250,000 is tied to the completion of a significant funding event.





**3.**  **Uncertainty
      of ability to continue as a going concern**


**NOTE
      3**


The
      Company's financial statements are prepared using the generally accepted
      accounting principles applicable to a going concern, which contemplates the
      realization of assets and liquidation of liabilities in the normal course of
      business. However, the Company has accumulated deficit of $(579,326)
      and negative working capital of $(82,326) at July 31, 2008. Cash Flows from
      Operating Activities for the six months ended July 2008 was
      $(410,445) .




The
      financial statements do not include any adjustments relating to the
      recoverability and classification of liabilities that might be necessary should
      the Company be unable to continue as a going concern.




9




The
      Company’s need for working capital is a key issue for management and necessary
      for the Company to meet its goals and objectives. The Company is actively
      pursuing additional capitalization opportunities. Management
      believes that the above actions will allow the Company to continue operations
      through the next fiscal year.





**4**  **Prepaid
      Expenses**




Prepaid
      Expenses were prepaid professional privileges amounting to $1,042 as of July
      31,
      2008.




**5**  **Accounts
      Payable and Accrued Expenses**




Accounts
      payable and accrued expenses consist of the following:





July
                31, 2008Accounts
                Payable
            
            $
            21,696Accrued
                Consulting Fee
            
            $
            4,000Accrued
                Penalty
            
            
            6,250Accrued
                Payroll and Income Taxes
            
            
            2,422$
            34,368





**6**  **Related
      Party Transactions**




Apollo
      had an unsecured, non interest bearing, due on demand loan of $19,507 as of
      July
      31, 2008 payable to a director and shareholder. The loan is an advance to the
      Company to open bank accounts and to pay for insurance malpractice.




During
      the six months ended July 31, 2008 and 2007, the Company generated revenue
      of
      $19,795 and $90,500, respectively, by providing management services to ApolloMed
      Hospitalists (AMH), an affiliated company with common ownership interest.





The
      Company borrowed $70,000 on a short-term promissory note in the quarter ended
      July 2008 from a related party of the Chief Executive officer of the Company.
      The $70,000 note is due and payable in full no later than October 1, 2008,
      unsecured and non interest bearing.




10




**7.
      Notes Payable:**




As
      of
      July 31, 2008, the Company has a short term interest free note payable amounting
      $50,000. The note was due on July 2, 2008. The Company has recorded a penalty
      of
      $6,250, in accordance with the agreement, since the Note was not paid on due
      date.




**8.
      Stockholder’s Equity**





As
      the
      result of the merger on June 13, 2008, the former shareholders of Apollo Medical
      received 20,933,490 shares of the Company’s common stock in exchange for all the
      issued and outstanding shares of Apollo Medical.




During
      the period from February 1, 2007 to July 31, 2007, Apollo Medical issued 364,000
      shares to investors for a total cash value $182,000. As part of issuance of
      shares for cash the Company granted 91,000 stock warrants to investors. During
      the period from February 1, 2008 to July 31, 2008, Apollo Medical issued 670,000
      shares to investors for a total cash value $335,000. As part of issuance of
      shares for cash the Company granted 167,500 stock warrants to investors. As
      a pert of the acquisition, the Company issued 470,470 warrants to certain former
      shareholders of Apollo
      Medical.




Warrants
      outstanding:




Aggregate intrinsic value
            
            Number of warrantsOutstanding
                at January 31, 2008
            
            $
            —
            
            
            165,620Granted
            
            
            
            
            
            304,850Exercised
            
            
            —
            
            
            —Cancelled
            
            
            —
            
            
            —Outstanding
                at July 31, 2008
            
            $
            —
            
            
            470,470




Exercise
              Price
            
            Warrants
              outstanding
            
            Weighted
              average
              remaining
              contractual
              life
            
            Warrants
              exercisable
            
            Weighted
              average
              exercise
              price$1.10
            
            
            470,470
            
            
            2.31
            
            
            470,470
            
            $
            1.10




11




The
      grant
      date fair value of warrants amounting $7,709 which was calculated using the
      Black-Scholes Option Pricing Model using the following assumptions: risk free
      rate of return 3.35%, volatility 60.5%, dividend yield of 0% and expected life
      of 3 years.




**9.
      Subsequent Events**




On
      August
      1, 2008, Apollo completed negotiations and executed a formal management
      agreement with ApolloMed Hospitalist (AMH) under which the Company will provide
      management services to AMH. The Agreement is effective as of August 1, 2008
      and
      will allow Apollo to satisfy the conditions of a business combination between
      Apollo, which operates as a Physician Practice Management Company, and its
      affiliates, which operate as a Physician Practice. Commencing August 1, 2008,
      Apollo will be able to consolidate the operating results of its affiliates.
      AMH
      is owned by the majority shareholders of the Company.





On
      September 10, 2008, the Company entered into an Employment Agreement pursuant
      to
      which the Company employed the Chief Financial Officer. The following is a
      summary of the material terms of the Employment Agreement:





·
            Base
                salary of $7,000 per month;·
            The
                issuance of 250,000 shares of the Company’s common stock; and


·
            Reimbursement
                of reasonable travel and other
                expenses





**ITEM** **2.
      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**





**Three
      Months Ended July 31, 2008 vs. Three Months Ended July 31,
      2007**





**Revenues**





Apollo
      reported Revenues of $9,795 for the quarter ended July 2008, compared to $26,500
      of Revenues in the comparable quarter ended July 2007 due to a decrease in
      management fee income.


**Cost
      of Goods Sold**





Cost
      of
      Goods sold totaled $3,960 for the three months ended July 2008 versus cost
      of
      Goods Sold of $18,875 for the three months ended July 2007. Cost of Goods
      includes the costs for medical malpractice insurance for all physicians in
      affiliated companies, professional privileges and telephone
      expenses.




12




**Gross
      Profit**





Gross
      profit was a negative $5,835 for the quarter just ended compared to $7,625
      for
      the second quarter of 2007.





**Operating
      Expenses**





General
      and Administrative expenses totaled $355,681 for the three months ended July
      2008, up $288,688 from General and Administrative expenses of $66,993 reported
      in the second quarter of 2007. Commencing in early 2008, Apollo initiated steps
      to access the public markets which culminated with a merger into an already
      public Company. In support of this merger and its efforts to seek additional
      investor financing, the Company has incurred higher legal and consulting fees.
      Legal fees totaled $278,348 in the second quarter of 2008, which included the
      initial $250,000 for the Siclone Merger, up significantly from legal costs
      of
      $37,190 in the second quarter of 2007.





**Net
      Loss**





A
      net
      loss of $(349,846) was reported for the second quarter of 2008 verses a net
      loss
      of $(59,368) for the second quarter of 2007. The increased loss of $290,478
      was
      due to the cost incurred for the Siclone Merger, coupled with the decrease
      in
      managemnet fee income.





**Six
      Months Ended July 31, 2008 vs. Six Months Ended July 31,
      2007**





**Revenues**





The
      Company reported revenues of $19,795 for the six months ended July2008, down
      $70,705 from revenues of $90,500 reported for the six months ended one year
      earlier on July 31, 2007, due to a decrease in management fee
      income.





**Cost
      of Goods Sold**





Cost
      of
      Goods Sold was **** $42,806
      in the six months ended July 2008. Cost of Goods Sold was $37,618 in the six
      months ended July 2007. Cost of Goods includes the costs for all medical
      malpractice insurance, physician privileges, and telephone costs.





**Gross
      Profit**





The
      Company reported a Gross Loss of $(23,011) for the six month period ended July
      2008 and a Gross Profit of $52,882 for the comparable six months of 2007. The
      decrease in Gross Profit of $75,893 from 2007 to 2008 was almost solely due
      to
      the significant reduction of Management Fee Income in 2008 compared to 2007.





**Operating
      Expenses**





General
      and Administrative expenses were $402,379 for the six months ended July 2008,
      compared to General and Administrative expenses of $121,431 reported in the
      six
      month period of 2007. As mentioned above, the $250,000 initial payment for
      the
      Siclone Merger was expensed in General and Administrative Expenses, along with
      legal costs of $28,348 incurred in this transaction. . Excluding this expense,
      General and Administrative costs for the six months ended July 2008 would have
      been $124,031 compared to the $121,431 doe the same six months in 2007.




13




**Net
      Loss**





A
      net
      loss of $(426,190) was reported for the six months ended July 2008 verses a
      net
      loss of $(69,349) for the initial six months of 2007. The increased loss of
      $356,841 was primarily due to the cost incurred for the Siclone Merger of
      $250,000, and the related legal costs of $28,348, coupled by the reduction
      in
      Gross Profit on the decline in Management Fee Income.





**Liquidity
      and Capital Resources**





At
      July
      31, 2008, the Apollo had cash and cash equivalents of $90,507, compared to
      cash
      and cash equivalents of $44,352 at the beginning of the fiscal year and $114,600
      one year earlier on July 31, 2007. Short-term borrowings totaled $120,000 at
      July 31, 2008, compared to no short-term borrowings at January 31, 2008 and
      July
      31, 2007.





Net
      cash
      used in operating activities totaled a negative $(410,445) for the six months
      ended July 2008, compared to a negative $(69,584) for the comparable six months
      ended July 31, 2007. The $250,000 paid and expensed on the Siclone Merger,
      along
      with related legal costs and reduced Gross Profit contribution, was primarily
      responsible for the increase in the negative operating cash flow.





The
      Company borrowed a total of $195,000 on short-term promissory notes in the
      quarter ended July 2008. Dr. Mohammad Hosseinion, the father of Dr. Warren
      Hosseinion, the Company’s CEO, loaned $70,000 to the Company and Progene, Inc.,
      a corporation owned by another physician, loaned the Company $125,000.





The
      $70,000 Hosseinion note is due and payable in full no later than October 1,
      2008, carries no interest rate, and the Company is obligated to pay an
      origination fee of $5,000 at the time of payoff. The Company borrowed $125,000,
      the full amount of the Progene Note, on June 13, 2008. The note also bears
      no
      interest rate and was due and payable in full on July 2, 2008. The Company
      paid
      $65,000 and $10,000 on the Progene Note on June 30, 2008 and July 21, 2008,
      respectively, bringing the balance to $50,000 as of July 31, 2008. The Company
      paid an origination fee of $10,000 at the time funds were drawn in mid June
      2008
      and was required to pay a penalty of $6,250 at the time the Company was unable
      to pay the full note on July 2, 2008.




During
      the six month period ended July 2008, the Company also financed its operations
      with the private placement of Company stock to accredited investors totaling
      $335,000. These stock sales and the proceeds occurred prior to the completion
      of
      the Siclone Merger. The Company has not sold any common stock subsequent to
      the
      Merger in mid June 2008. During the initial six months of 2007, the Company
      received $182,000 from the sale of its Common stock.





**ITEM** **3.
      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





The
      Company does not hold any derivative instruments and does not engage in any
      hedging activities.




14




**ITEM** **4.
      CONTROLS AND PROCEDURES**





a.
            Evaluation
                of Disclosure Controls and Procedures.





We
      carried out an evaluation, under the supervision and with the participation
      of
      our management, including our Chief Executive Officer and Chief Financial
      Officer, of the effectiveness of our disclosure controls and procedures, as
      defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
      1934
      as of the end of the period covered by this report.  Based on that
      evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that our disclosure controls and procedures as of April 31, 2008
      and
      July 31, 2008 were effective such that the information required to be disclosed
      in reports due the Securities and Exchange Act of 1934 is





(i)
            Recorded,
                processed, summarized within the time periods specified in the SEC’s rules
                and forms and


(ii)
            Accumulated
                and communicated to the Chief Executive Officer and Chief Financial
                Officer as appropriate to allow for timely review and decisions regarding
                disclosure.





The
      Company’s Chief Executive Officer and Chief Financial Officer are responsible
      for establishing and maintaining adequate internal control over financial
      reporting (as defined in Rule 13a-15(f) under the Exchange Act). Because of
      its
      inherent limitations, internal control over financial reporting may not prevent
      or detect misstatements. Therefore, even those systems determined to be
      effective can only provide reasonable assurance of achieving their control
      objectives.





b.
      Changes in Internal Controls over Financial Reporting





There
      have been no material changes in our internal controls over financial reporting
      or in other factors that could materially effect, or reasonably likely to
      affect, our internal controls over financial reporting during the quarter ended
      April 30, 2008 and the six months ended July 31, 2008 (as such term is
      defined in Rule 13a-15(f) under the Exchange Act) that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.





**PART
      II – OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





The
      Company was not a party to any legal proceedings as of July 31, 2008 and is
      not
      aware of any pending legal actions.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





The
      Company did not sell any Equity Securities during the periods covered by this
      filing.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





There
      were no defaults upon senior securities during the period ended July 31, 2008.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





There
      were no matters submitted to the vote of securities holders during the period
      ended July 31, 2008.




15




**ITEM
      5. OTHER INFORMATION**




None





**ITEM
      6. EXHIBITS**





**Exhibit
                Number**
            
            **Description**31.1
            
            Certification
                by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act.31.2
            
            Certification
                by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act.32.1
            
            Certification
                by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code.32.2
            
            Certification
                by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code.


16


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**APOLLO
                MEDICAL HOLDINGS, INC.**Dated:
                 September 12, 2008
            By:
            /s/
                Warren HosseinionWarren
                HosseinionChief
                Executive Officer and DirectorDated:
                 September 12, 2008
            By:
            /s/
                A. Noel DeWinterA.Noel
                DeWinterChief
                Financial Officer and Principal Accounting Officer





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